1. These securities are held directly by (a) Coliseum Capital Partners, L.P., an investment limited partnership of which Coliseum Capital, LLC, a Delaware limited liability company ("CC"), is general partner and for which Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"), serves as investment adviser, and (b) Blackwell Partners, LLC ("Blackwell"), a separate account investment advisory client of CCM. Christopher Shackelton and Adam Gray manage CCM and CC. Each of Christopher Shackelton, Adam Gray, Blackwell, CCP, CC and CCM disclaim beneficial ownership of these securities except to the extent of that person's pecuniary interest therein. Christopher Shackelton is a member of the board of directors of The Providence Service Corporation.

2. This transaction was executed in multiple trades at prices ranging from $11.31 to $11.60. The reported price reflects the weighted average purchase price. The Reporting Person filing this report hereby undertakes to provide upon request by the SEC staff, The Providence Service Corporation or a shareholder of The Providence Service Corporation full information regarding the number of shares purchased at each separate price.

3. This transaction was executed in multiple trades at prices ranging from $11.44 to $11.50. The reported price reflects the weighted average purchase price. The Reporting Person filing this report hereby undertakes to provide upon request by the SEC staff, The Providence Service Corporation or a shareholder of The Providence Service Corporation full information regarding the number of shares purchased at each separate price.

4. This transaction was executed in multiple trades at prices ranging from $11.29 to $11.40. The reported price reflects the weighted average purchase price. The Reporting Person filing this report hereby undertakes to provide upon request by the SEC staff, The Providence Service Corporation or a shareholder of The Providence Service Corporation full information regarding the number of shares purchased at each separate price.

/s/ Christopher Shackelton, Manager

08/27/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).